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Home My WebLink AboutContract 17472 i ti"l�,�s��'� �_ ��-^us rp t r •' ; � �� a„N�, �, �`� t� � t ��b��L f °Tt'M �� i,- �. �'a ,Ay � u y7 �s� � .5. w � �a,a�' x.p ;u �• s,ors, t,, u ` i s ''u' i a � � !' t� � ;1� A' k � LL..�� to' v yY ;� .{ Su ��'�., y _ i• �y� IX i •" �� Q7rtJ� �ryt49 j F P-S M Y,! t�.l tlL TUESDAY, OCTOBER 16, 1990 C��tlRON 'Ir �Ftl,.rC L-10255 Cont. 15.0 feet in width and 125.0 feet in length, required for a permanent .10 U easement. Parcel 4-B - Temporary Construction Easement - A strip of land, 25.0 tt a3iX 1 S e 0 feat in width, lying adjacent to the east line of the described ) f9 prt {y ji D fit: fi Parcel 4-B ermanent easement and containing 3125 square feet, required for a temporary ccnstruction easement. t a ii tw r yh?k i Square Feet: 4-A - 2022 4-B - 1875 in 1 Ili IL2l3 ,1a.kr5+�f; '1 4-A - T.C.E. - 3370 4-B T.C.E. - 3125 fi r tilt Lit 3 �' X., t'ff �uWns{fir Zoning: „C„ f tbf , �iti#, kph „ Parcel No.: 3 x cy �4lsx{ 1 i rrr ly,�,,fs r{v) J 4. Consideration Payment—`- or Easement $693.00 �� f� t'rhitx°,,�itit � '? Toal Consideration $693.00 tulss as 5. Location M,9 2725 Avenue (j5 au ll f�� Nt �t 6. Owner ' R Jr"# lr.l Vo nu teer> of America :i A n§ it 7. Financ,9nq- yam, � `tic to p5 a Sufficient funds are available in Fund PS46, Account 140. 541100, Center No. 916460170770. a C i 81 Land Agent f3 rhtr � ! r Jer Chalker i! ,5��5¢ i 1,�4 F/x r4t�rl y M f � t3 a ''1� P1GC L-10255 adopted It was the consensus of the City Council that the recommendations Tn7 , as contained in 5 T4� iisf,r� Mayor and Council Communication No. L-10255, be adopted. tyl{} 1n��`.Cli t•1uC L-10256 re There was presented Mayor and Council Communication lla. L-102.56 from the City ,: quadrilar.erally- Manager recommending that the City pay a tote'. consideration of 52,850.40 far a s itf y�la y i j she ed ,)ermanent quadri 1 aterat ly-shaped permanent easement out of Tract 2, Tract 2A, and Tract 26, John t' !taus„}wFx t�fi aeme Page Deed ,n S T � 2 uru5 , 1 recorded xas and 4319, Page551, Deed Tarrant onty, Texas; ' r R jjF ? ?A, and Tarrant County, Te siar� vr;t Trost 2B John same being 155.01 feet to length along its north line, 19.38 feet in width slang its i Davis survey east line, 155.01 feet in length along its south line, and 19,33 feet in width along Abstract No. 418 its west line; and a triangularly-shaped permanent easement out of Tract 44A1, John Van Riper Survey, Abstract No. 1590, as recorded in Volu,ne 4319, Page 551, Deed Records, rJSt J fir,r± 4y �� Tarrant County, Texas; same being 18.54 feet in depth along its east line, 22.67 feet sl, ' in length along its north line, and 29.29 feet in length along its hypotenuse; located at 2462 East Vickery; owned by Pauline Farmer; and required for Sanitary Secret Replacement Project M-53. It was the consensus of the City Council that the easements t sr., 3�F�`g be acquired as recommended and that the expenditure be charged to Fund PS46, Account r, Mrst�r xrrr� No. 541100, Center No_ 016460170770. y r �4rS�w' r M&C L-10257 re There was presented Mayor and Council rnmmunication No. L-10257 from the City !' ii+ Manager recommending that the City pay a total consideration of $738.00 for an ; q T �';}�1 �orropat i irregularly' g s l¢r Jg fJ'kry ; shaped permanent irregular permanent easement out of Tract 44, John Van Riper Survey, Abstract p i .Ftt�{ easement Tract 44 No. 1590, as recorded in Volume 6524, Page 423, Deed Records, Tarrant County, Texas, ',,t`lwjaKgSSfr al c John Van Riper same bung 112.38 feet in length slang its north line, 22.67 feet in width along its ? Survey Abstract east line, 83.09 feet in length along its south line, and 14.38 feat in width along its r; v yyy^ai t� i No. 1590 west line; Iocated at 2500 Vickery Boulevard; owned by Gene E. Smith; and required for f�"'a ' 713x '}, Sanitary Sewer Replacement Project, Main 53, Polytechnic Heights. It was the consensus i 4,�`rJF1y� irk, r +i�5; j of the City L'ouncil that the easement be acquired as recommended and that the I! da ' flt yf 'tr` 4th v4 expenditure be charged to Fund PS46, Account No. 541100, Center No. 016460170770. E us r a F1apC L-10258 re There was presented Mayor and Council Communication No. L-10258 from the City ,j ; r t ,.aj�j�,41 Tsr'j7a l,tt irregularly shaped Manager recommending that the City pay a total consideration of $675.00 for an ; f sari of land out irregularly-shaped strip of land out of Tract 5A, J.W. Davis Survey, Abstract No. 418, 7r YF L P ai cb)xa of Tract 5A, J.11. as described in Volume 963, Page 546, Deed Records, Tarrant County, Texas; same being t+r }na i3 a' Davis Survey 5.0 teet in depth along its south line, 499.65 feet in length along its west line, 5.57 i ,N. t Xr t , fe+ Its' y} Abstract No. 4i8 feet in depth along its east line, and 497.4 feet in length along its east line, aLf'ryalrr ,r located at 150B Mitchell Boulevard; owned by Joyce Smartt, Independent Executrix 9 Mamie P. Beasley Estate; and required for Sanitary Sewer Replacement Project M-53. It was the consensus of the City Council that the easement be acquired as recomm ended and ;I 7j; i ffF; that the expenditure be charged to Fund PS46, Account Hr- 541100, Center BSI No. 016460170770. ii i H i ,,,3 �A I M. L-10259 re There was presented Mayor and Council Communication No. L-10259 from the City z F{4 rectangularly Manager recommending that the City pay a total consideration of $315.00 for shaped right- 4, rectangularly-shaped right-of-way fotr feet in width and 100 feet in length out of ; Lot 10. BiocY. 4, Lot 10, Block 4, Homeacres Addition, as recorded in Volume 8626, Page 600, De u u '1 1'tf Records, Tarrant County, Texas, same being adjacent and parallel to tine west side of `'} ryaF trFh3 w�ya Homeacres Addition rrf` j ,apr 4r Village Creel: Road; and a rectangularly-shaped temporary construction easement Located d- yLN`r' t rYF' j adjacent to and parallel to 'the west side of the above-mentioned permanent l� r r right-of-way; located at 39ZO Village Creek Road; owned by Bidal and Ref Jimenez;;S t §txLkt7i and required for village Creek Road Improvement. It was the consensus of the City 1 + i founcil that the land and easement be acquired as recommended and that the expenditure + , be charged to Fund GS67, Center No. 0166704D1150, Account No. 541100 r �) Aiti� I tt r - ut b c'v {1)1 j rr, t i .._ •F--- "j{.-s .j fu �yij s ' t 1 + :FI t 1 04;4.Yt' t' te M` PAI: )0. P UA S-E TRAN 40TT 1Y S C' TO .AG E� . G AGREEMENT, dated as of Nbv,4mber 9', 1959, between the City'of'. i Fort Worth (the "Customer") , Morgan Stanley and Co. Inc orpo ated•.,,: . a: Delaware corporations ("Morgan Stanley") and The Bank of Nei +" York, a New York trust company having its principal offic� and. place of busyness at 45 wall Street, New York, New York 170.1.5 1 ' « (the 110.i.stodian") . r WITNEIsSETH •Iif�� i WHEREAS, the Customer and Morgan Stanley have entered into a S Master repurchase Agreement dated as of November 9„ 1989 anal, amended by an amendment agreement dated as of 4, l9f&R r fh , ¢�l� (as amended, the "Master Agreement") , pursuant to vei'ki.cI"i ;..he' Customer and Morgan Stanley may from time to time enter v, to repurchase. transac*.:.ons; , WHEREAS, the Customer and Morgan Stanley have agreed �o enter into one or more Paired. Transactions (.as hereinafter de (I fined) with respect to Eligible Securities and Governznent S;cur. ' « ties (as hereinafter defined) for which they have requ:e7ted the: : M N ` Custodian to perform certain functions as more fully set ±or th« herein; and WHEREAS, the Custodian has agreed to act on behalf: of Llxe Customer and Morgan. Stanley as custodian fax the funds, Ela:.gioIe I � Securities and Government Securities deposited and as agent for � the disbursement of funds with respect to the Paired Ttansaations � in accordance with the terms hereof: t NOW, THEREFORE, in consideration of the mutual promises set` ' forth hereafter, the parties hereto agree as follows; ARTICLE I DEFINITIONS Whenever used in this Agreement, the following terms shall. have the meanings set forth below. Any term used in. this Agree � ment and not defined. herein shall have the meaning set fortis i� ' the Master Agreement. 1. "Account" shall ,mean the custodial account maint.alnQdl.. by the Custodian pursuant to Article II for the deposit and:! transfer as provided in this Agreement of Government Securityes,,:. � rt+ Eligible Secu.ri_ties and funds with respect to the Paired Transac'- ti_ons. y (�' 2. "Authorized. Perso:n9° of the Customer, Morgan Stanley ar% r t a� the Custodian shall be any officer of the Customer, Morgan. Stare., ley or the Custodian, as the case may be, and any other person.,,, I duly author.:-zed to give Oral Instructions and written Inztrup ,. tions on behalf of such persons to be designated in a. Certificat. : 3 II� ' f ' page 1 f twortl� agr , s repot'] ' . t � 7 01 '�. iA G jv : 4' l�. r •a. �r �. %. of 1 , ! �' c i s ,4 • r of such. party delivered to the other pa ~ties which con,tan ii specimen signature of such person. ` 3. "Boob.--Entry System" shall mean the book-entry syste t for Government Securities maintained at the Federal Reserve Bank � of New York, d fIj 4. "Business Day" shall mean any day on which the C-ustodi.-- �� an and Morgan Stanley are open for business and can which ih:e: y' Took-entry System is open for business. ` 5.. "Certificate" shall mean any notice, instruction.,. � n,sp, schedule, certificate or other .instru,-nent in writing, authorized or required b., this Agreement t to be . ,� g given to the Custodian, wh�cYi I ,w rr l is actually received by the Custodian. and signed on behalf of the: Customer or Morgan Stanley, as the case may be, by an Authorized ' Person of the Customer or Morgan Stanley, as the case may be,_ 0 together with any other documents or opinions of counsel. as may 4{ be reasonably requested by the Custodian. 6. "Collateral Value of Government Securities" shall mean. I, with respect to Government Securities delivered under any repu:r� ' chase transaction constituting a portion of a Paired Transaction, f the quotient obtained by dividing the Market Value of Government securities by the relevant Margin Percentage. 7. "Margin Percentage" shall mean 10.2%, except as fXuch; Margin Percentage may be changed in respect of any Paired Trans,..: action by consent of the Customer and Morgan Stanley, upon on6: e'1 day's written notice to the Custodians. 8. "Market value of Eligible Securities14 sYiall mean. wi-i>•i respect to Eligible Securities delivered under any repurchase, '4 transaction constituting a portion of a Paired Transaction, thud ,# amount as calculated by the Custodian equal to the sum of (a ) the i market value of each Eligible Security based on the most receritl available closing bid price for -the particular Eligible Security �y as made available to the Custodian by TnterActive Data s'rstem, cr- such other pricing information service which the Custodian uses. ? generally for pricing government securities, and (i1) accrued interest on the particular Eligible Security. 9. "Oral Instructions" of the Customer or Morgan Stanley: shall mean_ oral instructions actually received by the Custodian , from an. Authorized Person of such party or from a person. reason- (, ably believed by the Custodian to be an Authorized. Person of such. y;f. party, provided such verbal in are confirmed b: Written" ` Inst •uctions delivered the same day in accordance with rise pr047i- si.ons of paragraph 7 of Article V. is 5 � tf ; 10. "Written Instructions" of the Customer or Morgan Sian ley shall mean written communications actually received. by the- Custodian from an Authorized Person of such ,party or from a � r� .. Page 2 ftuTorth.acsr' i " 5 repo".��r� ' w I"''• e t'�r�k r , ti ,, '� @ 1r..�r �._� � `�"�` 1!; hj � p �'u �� __ h•i.'i � ' S: fis � �� ]e r� t �; ,' bg:� k � o-� ' i t �r r"• '1. end, �c� S s i j�j al�`r`� A � :f a , I person reasonably believed by the Custodian to be an, Authorjzed. Person of such party by telex, through the Custodian.'s Government r f Securities Clearance Sys-Lem ('rGSCSC1) or any other such syste�T`1; whereby the receiver of such communications is able to verify by ! codes or otherwise with a reasonable degree: of certaln.ty the identity of the sender of such communications. ` ARTICLE 11 APPOINTMENT OF CUSTODIAhd P THE ACCOUNT } ; i The Customer and Morgan Stanley hereby consiitute' and. � y4, appoint the Custodian as custodian of all funds and all Eligible Securities and Government Securities at any time delivered to the Custodian for deposit in the Account or the Holding Account (, l established pursuant hereto in connection with the Paired Trans- ? actions and as their agent for the purposes set forth in thi.§ Agreement to act in accordance with the provislors set f03!.th V herein. ¢ 2. The Custodian hereby accepts appointment as cusstodi an and agent and agrees to establish and main.t:ain an ace o°an the i Y name of the Customer designated as . a Paired Repurcna�e. Ttans'ac= r tion Account, account number (the "Account");., in E which it will hold cash balances, Eligible Secu-r7 ti,ezls a0d hove}u . ' vent Securities as provided here . der. In addition, to faci] ,- tate the transactions contemplated hereunder:, the Custrd a,-u N agrees to establish and maintain a sub-account in the Morgan �� Stanley dealer account (the "Holding Account°' ).. a ,gyp' 3. The Customer and Morgan Stanley agree: that all Eligible Securities and Government Securities to be delivered to the i Custodian for deposit in or delivery to the Account and 'chi' I'I ' Folding Account shall be in the farm of credits to the account of i, 1 the Custodian on the Book Entry System if in book entry form or. shall be delivered to the Custodian if in physical foram and that all funr.s to be delivered to the Custodian for deposit in �> Account and the Holding Account shall be immediately aYralla:bl+ : funds. The Customer and Morgan Stanley 'authorize and instruct (, the Custodian to, and the Custodian shall, deposit in the. p Book,-Entry System on a continuous and on-going basis all funds,.. +b and identify on its books and records the interest of the; Customer or Morgan Stanley, as the case tray. be, in. the. E11gi:b1e ° Securities and Government Securities credited to the Account arid.' . 1 Fi the Holding .account. The Custodian shall utilize the Boo3�-tea:+tsy z` System to the extent possible, and, in accordance °hi tY� .alp Dill", ' law and regulation, in connection with its perfoxm'ance hareu:nder, i including, without limitation., in connection with settlements of purchases and sales of Eligible Securities and. Govervmeaiw Securities. Eligible Securities and Government seauriti.es credited to the .Account and the Holding Account and deposited in. the Book-Entry System will be. represented in accounts of the IBM Custodian, which include only assets held by the Custodian fesr. ( Page 3 f twor)th a:agr N i � J: + �� 7?4 � ' i � f� P f .'1, 1i I � 9Y+i� '• a ��' � ��'�' ' ,I( ''� ' kI !,. x ti.9 � .h,) �' 9� `�iEd � �� ,( J ' ' JS �.. h ! t•,�rF .fr,�i�l. 1 r�� q� W � 1 � �i�� i ��. 0� `J l i•, r y�i 9�I' "!n1 V 3il�ifit({t lta��d•`' •� i} 19 lY F r. �{ (V'i a 3 .� if r p n r c yY - t ,. ., f r• Customers; including, but not limited to, accounts in tnYlZich the . Custodian. acts in a fiduciary, agency or representative capaci ty.. ARTICLE III t=� DEPOSIT AND DISBURSEMENT OF I r CASH, ELIGIBLE SECURITIES AI0 GOV'E'P:?�iYkIENT SECURITIES "� 1< On any Purchase. Date, the Customer will deposit in the Account by 1:00 P.M. Eligible Securities, and Morgan Stanley will � deposit in the Holding Account by such tine, Government Securi- ties and/or funds such that the Collate ra1 Value of meet Securities together with such delivered t is G Orgy _wads y hasar Stanley equals, or exceeds, -the Marjcet Value of tt''ae E1iga_�le Securities delivered by the Customer. Subject to the pxoaj sro$as Of paragraph 4 of this Article III, such deliveries of El.igibld j Securities y the Customer and of Government Securities and./or � funds by Morgan Stanley shall constitute their respective tendesr, �w of such securities and./or funds to the other party and their f url, instructions to the Custodian to transfer the Government^. Sodu,ri. ties and/or funds to the Account from the Holding Account r 9' �t a.nd t�'be: �. Eligible Securities to the Holding Account from the Account, 1 i 2. Not later than 2:00 a`I p.m. on: any Purchase ]3a:te, the , '( Custodian shall transfer to Morgan Stanley Eligible Securities. from the Account and shall transfer to th:e Account Gove-rament 1' Securities and/or funds from the Holding Account in accord i{ with. the following azzce' x � prOG i5 ions; , (i? The Custodian shall determine that all securities deposited in the Account are Eligible Securities and all securities deposited in the Holding Account are Go"Vernmetit. + ti� Securities. Any securities that are not Eligible' SecUriti.es b �4, PP , ' . '' or Government Securities as a l ccak�le shall not be xclud=. G•r, eu in the calculation set forth below and shall not be the.: subject of the relevant Paired Transaction hereunder; (ii) If the Collateral Value of Government securitie-s j and/or funds in the Holding Account equals the Market Valu;sr of the Eligible Securities in the Acco � r I 'U.Ttt, '!'iC' Custodian., C5(;�3.a'I1;' v Nv shall effect such Paired Transaction; IM 1r :. If the Market Value of Eligible securities in.. ,> the Account is less than the Collateral Value of Gove:rament Securities in the Folding Account and/or funds in the Hold- ing Account, the Custodian shall effect such Paired "_'ransaa_ tion to the extent of the Market Value of Eligible S.ecuri.- iS ties in the Account; provided, however, that the Custodian r shall. promptly, and in any event prior to. 3:0,0 p,m., noti.f Morgan Stanley of the shortfall. and Morgan Stanley. shall + have the right to identify prior to 3:30 p.m. wtich Goverza,-. ment Securities in -he Folding Account wi11 not be the. subject of. such Paired Transaction; p.;ro� furthe.r_, that +� va 'i• if Morgan Stanley shall not make such detexmixxati,en., the, i a. S 'r Page 4 , + : d"}, t f twort�i.�.gr: r epo'IMQv k'K i ��l '�f•, it a ��.!� i'nI �� '� d � 5� j ,. �P ''� !4 r'��• r i, � m x"� 's` ?y+�'f'� �� > r tr..` v y.. .t ,.i:. r �F '� ' f, f� A I 'T Y i y�i' � �,Fs� � ,ie�&' d• � y SP��, ,., p. r i tit� r�,�r � i r�tr � "� f i�' r a �' �+ I': �m ` �; 4 c �'� •�,"� � .;� r {� '}� . a�;—` . III 1' a , ro w1 4 �L♦4 Custodian shall make such determination in its Sole d ,scr:�� . { f tion and shall notify Morgan Stanley of its selection p•ricir i � to the close of business; and r (iv) If the Collateral Value of Government Securities in the Holding Account a'nd./or funds in the Holding Acoouj.J± is less than the market Value of Eligible Secur 1- ities n. the Account, the Custodian shall effect such, Paired Transaction to the extent of the Collateral Value of Government Socuri- y# ties and/or funds in the Holding Account; Psrovi_______cled8 however, that the Custodian shall promptly and in any evert Fr-i r to s _ 3:00 p.m. ,, use its best efforts to notify Mc� rgar Stanley of ry the shortfall and Morgan s tf g an y Stan.le'- hall have he fight prior. to the close of the Federal securities wire, tri deliver 16 additional Government Securities or cash to the Custodian b' �! `> such that the sum of such cash and the Collateral Vale of the Government Securities so delivered shall cover or de- s 3 crease such shortfall; provided,, fi;lzther, that _i.f Morga n Stanley shall not deliver any additional Goverim.en, Securities or cash to cover Stich shortfall or shall deliver cash or Government. Securities such that a shortfall remains: . � the Customer shall have the right to identify, prior '¢o 3-8.0. ' F. g P.m. which Eligible Securities in the Account will not be the subject of such Paired Transaction; and ,'roui,�ec3, fur- ther, that if the Customer shall not make such deter.'mna-' tion, the Custodian shall make such determination in its � sole discretion and shall notify the Customer of its selec- tion prior to the close of business, aJ 3. The Custodian shall confirm to the Customer and Morgan, Stanley on each Business Day, in writing, the Government Securi- ties, Eligible Securities and funds in the Account and Holding � r Account, respectively, as of the close of the previous Business r Day. Such confi rrnatian will be a position and pricing report generated on GSCS. R y �7 a• Upon the transfer of Eligible Securities to Morgan F Stanley from the Account and the transfer of Government Securi- ties ties aind/or cash to the Customer fram the Holding ccount, it is agreed by Morgan Stanley and the Customer that, subject to the provisions set forth in paragraph 3c of the Amendment such secu.-• � rifles held by the Custodian in the Account and the ktolclin Account shall be for all g purposes the. prapert�r of the Customer and Morgan Stanley respectively, and the Customer and,1 Morgan.r. Stanley shall be entitled to all the incidents of ownership wi- h, ., respect thereto, subject to 'the obligation to repurchase and resell such securities as provided in the Master Agreement arid in `>� t this Agreement and the obligation to s l . � pay over interest a:�c� grin- ,9 cipal received in resT-)ect of the securities as provided in para- graph 8 of the Master Agreement. 5. The Customer and Morgan Stanley hereby give the Custo- p a d.ian. standing instructions, on each Repurchase Date, to transfer page_ 5 z ftworth.age ' repairM } , f 1 p �i � d t. q f �.4 ,Y• 1 . 1, ! r Ik1 S f e �y �nF�� s� A_ 1� _ ,:. •t } ' „�� ^ SI a � t'•d e�, �. y s �1' s' r�� r { ,Y y '� LS y , � r a , �( to Mcrgavn_ Stanley the Government Securities aD.A all payments o e y &,, Principal and interest with respect thereto laot- previously Over to 19or'gan Stanley as provided in paragraph 5 of the Masfi�ei x si at ..,Gt Xgr2ement held in the Account in respect of the repurchase ' trans- S act cs underlying the ?aired Tr ansaction in wldch the Customer s ' yi acting as Buyer, and to transfer to the Custozne' t1ie Eligible Securities and all payments of principal and interest with re k; spect thereto not previously paid over to the Customer as provid- ed i$1 + paragraph 5 ox. the 1�'iaster. Agreement held ?ry the Holding arc aunt in respect of the repurchase transacsti�aa2 underlying the Paired. Transaction in which Morgan Stanley is acting as Buyer. It is e7cpressly agreed and acknowledged by the Customer and Morgan Stanley that neither the Custodian nor The Dank of Few York as clearing bank for Morgan Stanley in completing any. �I Transaction hereunder is guaranteeing performance of or assuming any liability for the performance by Morgan Stanley of its obl.i- t � gati.ons under any Paired Transaction i?or is either assuming any Credit risk associated rioted y�ith. any Paired. Transaction, which :pi.a:hti ,.." ities and risks are the responsibilit.r of the Customer 3: and.. Morgrart + Stanley; further, it is expressly agreed and ackm.owledged that, r neither the Custodian nor The Bank of New York as clearing bEm.k for Morgan Stanley is undertaking to wake credit available to e' Morgan Stanley to enable it to complete any Paired Transa.ctions a a 6, The Customer and Morgan Stanley each agree to deliSrej y ` F� to the Custodian all notices required to be: delivered by it to the Custodian pursuant to paragraphs 4a and 4-b of the Ait endixien . � t! 7. Prior to noon New York. City time on any Business Darr an which Morgan Stanley wishes to effect a substitution of Govern- ment Securities, Morgan Stanley shall instruct and the Custort2t;�-r M hereby authorizes the Custodian to, and the Custodian shall rnake �• � �+ r the substitutions of Govern-went Securities by transferring spec ,•- fied Government Securities held in the Account to the Holdrt tk t Account " promptly following the delivery to the Account from the: pyj,f 4 .,.5 Holding Account of substitute Government Securities of ec-11.1 1, I Market Value, A transfer pursuant to a Govexnalent. Securities: substitution hereunder shall be made from the Holding Account or r m the Account only to the extent that a substitution of Government Securities and/or e of equal Market Valu is! grade to that account from the other. ARTICLE IV DEFAULT Customer Deg:ault. In the event that the Customer has': � � t defaulted under the terns of this Agreement or the Plaster Agr:ee k t� men'c, Morgan Stanley may, unless such default is cured. pr'Tor to any notice required. to be delivered, terminate all repurchase transactions underlying the Paired Transactions by giving the a t notice, if any, , as provided in the Master Agreement to the cus:-- � �h toner, with a copy to the Custodian, and exercise its rights sett IFt� Page 6 ftworth ag.r s , y p 3jr;z reponalav } y y 1 r�l `•1r x� ,� r ! � � ��u� '[`i�9.,'+r �- 4_t, �'r. rt;� y� fi, . :r�t;r.t �,(�'�`�u r� (�'�j^f�•�• S r. �,+�k � � ~�. � ,f; .��.. ,+ l� y�� t er' .,� �_ r•. ��r. ,�� ,e rii{74 '�, �* .�, �: _, t ir �� t��. '�.'j� ,?ka i .17�i b:'^� t, h ,^,6 ':�. ,�;- Fr ' �lT{ 'iv �h r� ,'r �,�� ?�r ai{ ,�v( U f 1, ASS �"-al i � t!-W_ , k% Y';+ K�� q f ,� o � t •tk�1 as�9C:.��3�',:'r�.a'�.5�'fL+ ��• ••��:i�e S(��'f''�� 'y �1��+-r(3�'�+� t' � ..,'r•� �•.r e '"� •,E��S'r� .� ��i ��X+,� �q r� ^"'� x�T. .na ,r„ r �� ti '�.r , , "fit-�.�� L� +7z� +�i; , a �� afeh� ��,� �3iS��sFiJN.�6• .� y 7e�V, a-�J �sCd��t�:�dll�I r P. 1'r{aai�fff'R �' s s � it 1 '.0 4 r �:ry;� . •r J 4 s� I' �, q i � i 4 . 4 I t �J forth in the Master Agreement with respect -to such terminat ed. �., � • repurchase transactions. r, I 2. Korgan Stanje Default. In the event that Mogan:. Stanley has defaulted under the terms of this Agreement or -th Master Agreement, the customer may, unless such default is cured. Prior to' any notice required to be delivered, terminate all_ r ` repurchase transactions underlying the paired Trans.actic)ns• �,y € � giving the not.i.ce as provi.de.d i.n the Master Agreement to Marg ki. " Stanley with a copy to the Custodian, and exercise its rights s' t n, torah in the Master .Agreement with respect to such terminated aNX repurchase transactions. 3. The Customer and Morgan Stanley each agree that it t• f . shall use in default hereunder if it fails to comply wi.tl� its obligations under the Master Agreement and such failure consti.- t ` t•� '-es a default thereunder. ARTICLE V yl:Y,yp� CONCERNING THE CUSTODIAN J } ! •i � . kt 1, The Custodian shall_ not be liable for any loss or ' damage, including counsel fees, resulting frun its action or M$ ' omission to act under t'iis Agreement or otherwL.' .a.n respect of this ,Agreement, except for any such loss or damage arising out of t . a7 its own gross negligence or willful misconduct or that of its employees or duly appointed agents in cannecti.on with losses car ! tat { y damages sustained or incurred by Morgan Stanley hereunder or its { own negligence or willful misconduct or that of its employees or duly appointed agents in connection with losses or damages sustained or incurred by the Customer: hereunder. Notwithstanding . anything herein to the contrary, to the extent the Custodian is. held liable for any loss or damage, including counsel fees, i i arsng out of its own negligence but not its grass negligence, Morgan. Stanley hereby agrees to indemnify the Custodian and tia hold it harmless against any such loss or damage. The Ctistodi:.an may, with respect to � questions or law, apply for and obtain tFxe , advice and opinion of counsel, and shall be fully protected. with. respect to anything done or omitted by it in good faith in: conformity with such advice or opinion to the extent in i o i compliance with applicable/local law. The Customer and. Mearcarr a € Stanley jointly and severally agree to indemnify the Custodian ! � A. and to hold it harmless against any and all costs, exp'enses: . damages, liabilities or claims, including reasonable fees and . expenses of counsel, which the Custodian may sustain or incur or which may G y be asserted against the Custodian by reason of or as a result of any action taken or omitted by the G:zstodian in connection with operating under this Agreement, except. those costs, expenses, damages, liabilities or claims arising out of ( the gross negligence or willful misconduct of the custodian or t that of any of its employees or agents as such indemnity relates f. '�. to Morgan Stanley, and except as those costs, expenses, damage :, liabilities or claims arising out of the negligence or willful Pa _ ly'j S t Page ! ! iQ ftworth.ag.r 11 , 1 �4��' P� ,��t {�J l7`�)J �'v�l p'1 .j s ,. µ�: f i 'JY d i tiT�• ..P... {,. I 1 € '1. J/ fl e..h`ta '�� M � , 1 ( `f• J t n' I �Idl �.3 !��!)r)€�1 ai' Y`I ' ,� `il •,� ` '� , � �r.8 a, �' '�� ff'LSSG t" 7 i�i 'S h• 1 r i 'r gyp, � �� 1 ✓il kF : 9 1 Q tt"" _ !t t.`� �( a y{' P y , a Misconduct of the Custodian or any of its employees: or dul appointed, agents as such indemnity relates to the Custoxtier', a r+ NOtwithstandi ny anything Therein to the contrary, in the event they ' Custodian incurs or sustains costs, experses, damages, p p�} liabilities or claims arising out of its own negligence I�ut not t! its gross negligence, Dorgan Stanley hereby agrees to indoinn iy the Custodian and to Bold it harmless against any such costs, expenses, damages, liabilities or claims. This indemnity shall. be a continuing obligation. of the Customer and Morgan Stanley 5 F' notwithstanding the termination of any Paired Transaction or any of the underlying repurchase transactions. " 2. Without limiting the generality of the foregoing, the `F4 s Custodian shall be under no obligation to ingt ire into., and shall t not be liable fora n r ' (a) the validity of the issue of any Eligible Securities or Government Securities purchased y r � e Customer or }boa gait. r �ecurita s urcha�ed b o_ or th,. Stanley, the legality of the purchase thereof or the propriety o;f 4 the amount paid therefor; i a (b) the legality of the sale of any Eligible Securities or Government securities by or for the Customer or Morgan Stanley or the propriety of the amount for which the same are sold; or (c) the due authority of any Authorized Person to act .0,3 behalf of the Customer or Morgan. Stanley with respect to funds, Eligible Securities or Government Securities held in the Account a, 4th i r or in the Holding Account. ; �r 3. The Custodian shall not be liable .for, or considered: to 1 be the Custodian of, any money, Trihether or not represented by the tK �' check, draft, or other instrument for the payment of, money, received by it on behalf of the Customer or Morgan Stanley untx1 E� the Custodian actually receives and collects such money directly ` or by the final crediting of its account through the Tiaolr.�Entry 1 System. 4. The Custodian shall. not be under any duty or obJ.:.gatian, ti to take action to effect collection of any amount due and payable in respect of any Eligible Securities or Government Securities. G{. which are in default, or if payment is refused after due demand 9r. , or presentation, unless and until (i) the Custod'i,an shall bo . directed to take such action b- a Certificate and y (A i) the Custodian shall be assured to its satisfaction of reimbxx'sement of its costs and e�pe?�ses in connection with any such action. 5. The Custodian shall be entitled: to receive and ;Morgan �. g Stanley agrees to pay to the Custodian all or t-of-pocke.t expense's i( f x,4r and such compensation as may be agreed. upon from time to time i � between the Custodian and Morgan Stanley.. Page L ftworth.:agr �( l� Y c11!45F` re�o;Yq�gTq t h .r fU fr 6. The Custodian shall be enti:-led t6 re.ly upor7 a>�y • � C:��tL<�at� trt��s..�t�L� I:L�sh::'�ti1.c.�s..a�. �Y 'CZ'�a� '5..�.s�:��ci�C..ics� �2�.e'�c�.�.�. �� : � < � it and 4dzLtzered a's gz��c�ec� is ta�,ff f W -.<1ree9 to foreaard tt the Ccsstesci asp q'ri�teq: Isis ku.atic ns con zrc'g its Ora.7 Instructions in such faartrwer so' that suc C Wr.itterz .InstruetiOAS aro rec, i A d by the C'ustodian, V.16the B. ha3id delivery, te10copier or other sirrijar device., or 6�heri4 sea jy(. by the close of business of the sauce day that Instructions are given to Custodian. The CUstoffier acid NO,rg n Stanley agree that the fact that such confirming; 4�r�_tten Instructions are not received by the Custodian shall, ii: Rio° wav`' affect: the validity of the t-ransactions or enforcea:biiz,t=lr of th.e � ' transactions thereby authorized. The Customer and Morgan St.az,le agree that the Custodian shall incur no liability to either or them in acting upon Oral Instructions or Wtitten Instrue� ens:: given to Custodian hereunder concerning the Paired Tr.Ahs ie o:+' and u%�derlying repurchase transactions, provided such inst-ruc r p t:_ions reasonably appear to have been received: from an Au orizad M, Person and delivered in accordance with the provisions. hereof. 7. The Customer, or the Customer's authorized represents tives, shall have access to the Custodian's .b00%+s and records'. r maintained with respect to the Account. durxizg the Custodian,Ps ' normal, business hours. Upon the reason-able request of t+ e s ' tomez,, copies of any. such books and records shall be provide- hy: . I. the Custodian to the Customer or the Customer It authoazed re3are-' 1 s, sentative at the Customer's expense.. f 8. The Custodian shall have no duties or responsibil.i ties C,. except such duties and responsibilities as are speo1facal7.y .sPt. R, forth in this Agreement, and no covenant or sha.3l be k implied in this Agreement with respect to the Custodiart.. !r 9. The Custodian shall not be under or an . dut o-bli I gation to ascertain whether any Eligible Securities or Gover eftt Sbbu rit.ies at any time delivered to or held by it in+ the �cc.ount or the Holding Account are such as properly may be he cl by; the Customer, Morgan Stanley or any entities for which. either acts ARTICLE UI TERMINATION � a 1. This Agreement shall. terminate* on Nove er 9, 139 unless extended by the written agreement of all of ti� s hereto. Upon terttlination hereof', Morgan S.taxa.ley .sha?1 pays to't 1e # III... Custodian such compensation as may be due to the Cusi odia,.x' as a 4r .' provided in schedule I attached to the Custodian's and xgan � Stanley's copies of this Agreement, and, reimbta;rs:a the .Custr-d'an y for any disbursements and expenses made or incurred by iMhe r q Custodian and payable by Morgan Stanley or re; tbursaYaale hereunder. if any funds or securities remain in the Account I Custodian may designate the Customer as successor dustodi,in.,' � FI!;, Upon receipt of a notice' of aeoeptan ,,e by the succ�s�cr. (•�r Page 9 A.: tT"nort2 ac�r . i I u f( � f �('A4"f j),^ � � � r•�7 { y r "�, ,� Par'2M ' � r. i'i�A i�, 1 ,�, '� i, 1'% ' r �� r. � ill��.� �,lt } �� +• � I^,^ I � �l�k' � V fl.. r � •i ' ' ',k,3 � fi 1CI �� ,.i��l��... u r 5 .3 t r.' ` . r ,1 L T7 r r ', If custodian., the Custodian shall deliver to the successor custodiaan.. any funds or securities held in the Accournt. If any f_unds or ' sec°amities remain in the Holding Account, the Custodian aiiay designate Morgan Stanley as successor custodian. Upon receipt of a. notice of acceptance by the successor custodian, the Custodian ,., shall deliver to the successor custodian any funds or securities v' held in the Holding Account. ARTICLE SPIT MISCELLANEOUS ,I I i 1. The Customer and. Morgan Stanley each agree to furnish ' to the Custodian a new certificate in the even,t that any Aitz.thor- ized. Person ceases to be an Authorized person or in the event � . that other or additional Authorized Persons are appointed: and ' authorized. Until such new Certificate is received, the Custodi- an shall be fully protected in acting under the provisions of j this Agreement upon coral Instructions or signatures kof Authorized 4 Persons as set forth in the last del.i�vered. Certificate., >� (` 2. Any notice or other instrument. in Meriting, authorized i or required by this Agreement to be given to the Custadiarz, shall t be sufficiently given if addressed to the Custodian and mailed or delivered to it at its offices, at One Wall Street, New York, New York 10005, 3rd floor, Attention: Robert Sontag, A..V.P. , or at � t such other place as the Custodian may from time to time designate f' in writing. � i 3. Any notice: or other instrument in writing authorized or required by this Agreement to be given to the Customer shall. be sufficiently given if addressed to the Customer_ and. mailed or 1�' };� : delivered to it at its office to the attention of Ms. Linda x3 Patterson, City Treasurer, City of port Worth, Finance F, Department, 1000 Throckmorton Street, Fort Worth, Te,:cas ' 610.2, or at such other place as the Customer may prom time to time designate in writing. 4 9 . Any notice or other instrument in Tarit.ing, autharized or required by this Agreement to be given to Morgan Stanley shall be suf ficientl- � y given if addressed to i�ox:gun Stanley ax►c1 maa.7:ee'fi, 1 N or delivered to it at its office at 1221 Avenue of the Aar►era.c as, New York., New York 10020 Attention: Anne Adamcz:yk., or at suC other place as Morgan Stanley may from time to time designate in } writing. t '. r�r, t 5. This Agreement may not be amended. or modified in; any t' manner except by a 'written agreement executed by an Authorized Person of each of the parties hereto. �Or 6. To the extent inhere is a conflict between the provi- sions �t 1' 4 :lions of this Agreement an:d.. the faster Agreement��- g c3 with respect to the obligations of the Custodian, the provJ sion,s of this Agree- it ment shall apply. C• Page 10 ftworth.agr. ' % er14" ( ' r£p[a' 1.4 dSE I 1 �'� �q "C! .��<�. .k^ r �{ .1, r .ir :ti, i� 'op�' l �; �i" fl �� t ,�ir. �'��.: � ,�u�, U r i� �, �• �f � { � t�i'� � 1��' ' ` •a a• tza s Are�� ent: . Asa aiaiaa-.1:, e bz 'bh the j7a t.jelg h'c-'t:,et6 and:': t�le�'� �1 ! Gass,gna. R e t' as pro�r�d�d a r� Artzel� �S g the kc��;eert��:t rnaY assigned b� any t h r�;to wi hout the t6h caris�r�.r. }itt tad . -of an YubhoiArzod .Person, of each of the 0thty pay 1 1° a e This kc ee Brit may b,e exeouk.:ed in an, ru e".r* n s a ti .parts,, each of which shall. be deeared -to: be as orig(inal, bud u such co Ment u tc r.parts sjjalj,, together, cormt tote only ote iftstm: a. Noxga:n. Stanley agrees: to deliver a copy of all colh:1717'!-' in re speet ©f a11Y Paiked Tr anszc.:tio.n. to the Provide,,,d a:zz PE"ra '-1-aph 2 Of the Anenr.ment.v s i' IN ME'J;'! ESS TAlpRE F, the parties heret-* have c�aus!ed t7„li.:s � Agreement to be executed by a duly author14'e' ofi`.ic,er or ofi(::i . ciao., as of the day and year first w;:a tt n above'., CIP1 OF FORT, WOMH F _ t 1.. f -rJ P Title. 7:k.i 4d1C1F7 ' f ' a fa L iALITY.' 9 Mf)RGAIN ST :Lr,IJ,' & co. INCORPORATED Gi By.'_ 'r`-✓` :. .. c"'.` 7'. ' Anile'e F. Title. Vice Pr esident 'T H E BANK IF NEW YORK r a CT�ty Secretary of Fort Wdorth A z ��( Texas Government ae-curi E�S. t + Repurchase Try r�sactxon Gu8tod.r I �ry� T Departrren- +� �•, Tit le- R3� y. rage Z1 iT ;j f:� rorth.aar . , a : i 1 ��1�• � .� ` �.k J' 7 d j'e �- i ''+ i. R-J' yZ� , $ ' i!t '- C6`'t�P ay SOFFt AIN. n J P`ublic Securities Association 40:Broad Street;Now York,NY 10004- 373 . Telephone.(2 i 2)€09-7000 q i MASTER REPURCHASE AGREEMENT j. ray I Dated as of d"'i�'r^ n �• _� + Between: �t It Morgan Stanley&Co. Incorporated l and I' � L LTh C/" /C'/i.! �•{,t`rG i'M IiX%is Af I a 1. Applicability 1 ` 1 From time to time the parties hereto may enter into transactions in which one party("Seller")agrees to t'ransfertothe other("Buyer)securitiesorfinancialiinstru.meats("S.ecuritieSn' againstthetransferoffunds ! " by Buyer,with a simultaneous agreement by Buyer to Iransferto Seller such Securities at sate certain ` ( y or on demand,against the transfer of funds by Seiler. 1=ach'sueh transaction shall be referred'to herain J, as a"Transaction"and shalt be governed by this Agreement,including,any suppfemernaHe'rms or condi> i tions contained in annex 1 hereto,unless otherwise agreed in writing. i+ 2. Definitions ( t (a) ";pct of insolvency,",with respect to any party,(_i)the commencement by surh:party::as debtor of any i case or proceeding under any bankruptcy,insolvency,reorganization,liquidation;d ssolutaonorslmi far lava,or such parlay seeking the appointment of•a receiver;trustee;custodian or similar of(iciaf for. such art or an. substantial art of its property,or ii the.commencement-of an such caseror roar:. s s p Y' p ( ) Y P ceeding against such party,or another seeking such an-appointment,orthe:filing:agaihst a: ( an application for a protective decree under the provisions of the Se curiti es,;InvestorProtection A,ct' . a of 1970,which(A)is consented to or riot timely contested by such party,(B)results,in the ehtry of an. a ,3 order for reliel,such an appointment,.the issuance of such a l rotective dacree orthe'e vI y of:an order: 9 t s having a similar effect,or(C)is not dismissed within 15 days,(iii)the makingbyaparfv of a.general assignment forthe benefit of creditors,or(iv)the admission in wrrtingby apartyofsuch partly s inability P i W to a such party's debts as fhey become due; (b) "Additional Purchased Securities",Securities provided bySellerto Buyer pursuantto Paragraph 4(a)' 4r hereof,. ;6 G (c) "Buyer's Margin Amount",with respect to any Transaction as of any date,the amount of taiOe; by: : application of a percentage(which may be equal to the percentage�that.its.agreed�to..as the:SEtlai's! Margin Amount under subparagraph(q),ofthis Paragraph),agreed folbyBuyer an&dlferpriortoen I i r tering into the Transaction,to the Repurchase Price for such T ransaction as of such date: _ r (d) "Confirmation",the meaning specified in Paragraph 3(b)hereof; F (e) "Inc orne",with respect to any Security at any time,any principal thereof then:payable:-and ait.interest; � dividends or other distributions thereon; ' (f) "Margin Deficit',the meaning specified in Paragraph 4(a)hereof; .� Xi S' (f) "Margin Deficit',the meaning specified in Paragraph 4(a)hereof; ! it I: 14!.I I��I � i t .1 p rf Y •i i i' '�' �" j�`�. 1 � ';7 �' �, ( y 1�5}' �j, `�Il ir��,�, �r., '' i�ir<°: ,r: :@ �;`� � `, ,Is �� (•f ,�t t,,, ,�' � N n•�,r � ;i f. F.9.' JIM (. ) Margin E ccess',the meaning specified in Paragr.aph`4(b) hereof;. (h) W.Arket Vialue',with respect to any Securities as of any date;the price for such Securities tin.surd ° date obtained.frorn a enerall:y,recognized source a reed to b the artles orthe most rdcent cldsin g bid quotation from such a source,plus accrued income to thel extent not included therein(other than any income credited or transferred to,or applied to the obligations of,Seller pursuant to Paragraph. " S hereof)as of such date(unless contrary to market practice for such Securities); (i) "Price Differential",with respect:to any Transaction hereunder as of any date,the aggregate amount s obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days:during lhe;penod commencing tt k, on(and including)the Purchase Date for such Transaction and ending:on(but eyciudinit)the date " t of determination(reducedbyany amount of such Price Differential previouslypaid by Sellerte Buyer :g with respect to such Transaction); i t , ' t " (j) "Pricing Rate",the per annum percentage rate for determination of the Price Differential; (it) „Prime Rate",the prime rate of U.S.money center commercial banks as pt in The Wall.StreeP a� Journal; t (1) "Purchase Date",the date on which Purchased Securities are transferred by Seller to,Ruyer; (m) "Purchase Price",(i)on the Purchase Date,the price at which Purchased Securitiesaria,iransferretf by Seller to Buyer,and(ii)thereafter,such price increased by the.amount of any cash transferred fey Buyer to Seiler pursuant to Paragraph 4(b)hereof and decreased by the amount of any cash trans- ' ferred by Seller to Buyer to Paragraph 4(a) hereof or applied to reduce Seller's obligations uridier clause(ii)of Paragraph 5 hereof; 3 { (n; :Purchased Securities',the Securities transferred by Sellerto Buyer in aTransactio-n ereunder,and r i , any Securities substituted therefor in accordance with Paragraph-9 hereof.The term"Purchased Se= curities"with respect to an Transaction-at anytime also shall include.Additionai:Purchased Securities i delivered pursuant to Paragraph 4(a) and shall exclude Securities returned pursuant to Paragraph G. 4(b); (a) "Repurchase Date",the date on which Seller is to repurchasethe Purchased SeCUritiesfrorrrBuyels including any date determined by application of lh,�provisions of P?aragraphs 3(c)or,11 hereof; tY (p) "Repurchase Price",theprice.atwhich-Purchased Securities-are to be transterred:from Buyerto Seiler upon termination of a Transaction,which wile be determined in aach case(ir~ciuding Transartiorrsi�r minable upon demand)as the sum of the Purchase Price and the Price Differential as of the mate of } ' such determination,increased by any amount:determined:by'the application of the prov.isionsof Para graph 11 hereof; &� qr a Amount",reWz raspea to any 7",reevsmdior as°of anvdate;.the arr��ar�z obtainedtiiy tip.i avjMcaftsirt 15(a Pas(ceatage(WINoft may 4r-2 gquV 0 Me gerCgrrtagq V`iaf 16 agraed gd R :the Buyar�. �� argirr�r�c�crrrturca'er�u6paragr�zph(c}ofttrr5��-rar�r��r�) ar�r��c!F o�y�uy�rand�ell�rprii�r'F��sr?- " to irlg into tho Tromeae7ion to fhe Reamchass Price to suW Transamon as oY Szacrr Dal °�t ' 3. t�tf:ta�itcara; inttr'rraaltc�€�;�'el�a4rlattsatt ' , ' 9 + { (a) An agreement to enter into a Transaction may be made orally or ire writing at the iriitiatigri of elftt-ier TE i` Buyer or Seller.On the Purchase Date for tide Transaction,the Purchased Securties shatVbe trails ` e (erred to Buyer or its agent against the tranSter of the Purchase Price to an account•mt Seiler, (b) Upon..agreeing to enter into a Transaction hereunder,Buyer or Seller(or both),as shalt tae:agreed,: # 1 , shall promptly deliver to the other party a written confirmation s>f each Transaction(.a,"C.pnfirrrtation"y. The Confirmation shall describe the Purchased Securities('including'CUSIP number;,if.any),identify Buyer and Seller and set forth(i)the Purchase Date, (ii)the Purchase Price., (W)the:FlepFurchase' Date,unless the Transaction is to be terminable ondemand,(Iv)the Pricing lute or Repurchase feriae applicable to the Transaction,and(v)any additional terms or conditions of the Transaction not-lhwt.;- sistent vith'this agreement.The.Confirmation,together with this Ag!eernent,shaltoonstriutecoricluii i" sive evidence of the terms agreed between Buyer and Seller with respectto the Transaction twitihict i��i tbfi' �,J�'M• dglP i" fly. Qp �i�5 an , 1-yy� �`g� t�__"pp i ,. types `� i � �V � 1 v t Y S a� r r l ' ,yr 1 1'�t:.� '• ., �(`P r � �I t r, �!` (�i'� 1 y� �� i �' � r i 7 � �( t' ,��yr j' •,,,+� r` 'd y •r s ..� � I�k 1 ffi r� ,Y 0 I ;)r the Confirmation relates,unless with respect.to the Confirmation specific objection is made promptly , 7 after receipt thereof. In the event of any conflict between the terms of such Confirmation and this i t Agreement,this Agreement shall prevail. I i (c) Inthe case of T ransactions terminable upondemand,such demand shall be made by Buyer or Seiler, i no later than such time as iscustomary in accordance'with market practice,by telephone orotherwise j s on or prior to the business day on which such termination will be effective.On the date specified in Yt') such demand,or on the date fixed forterrnination in the case of Transactions having a fixed tern?,ter., mination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securi- ��gip;i ties and any ii icorne in respect thereof received by Buyer(and not previously credited or transferred rt+ to,or applied to the obligations of,Seller pursuant to Paragraph v hereon)against the transfer of the repurchase Price to an account of Buyer. r � I 4. Margin Maintenance i " A (a) if at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyers Margin Amount rib h for all such Transactions(a"Margin Deficit'),then Buyer may by notice to Setter require Seiler in such i ifs ,1' Transactions,at Seller's option,to transferto Buyer cash or additional,securities reasonably accept (, able to Buyer("Additional Purchased Securities"),so that the cash and aggregate Market Value of a the Purchased Securities,including any such Additionai Purchased Securities,will thereupon equal t or exceed such aggregate Buyer's Margin Amount(decreased by the amount of any Marginn Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller). (b) If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions which a particular party herr;to is acting as Seller exceeds the aggregate Seller's Margin Amount for all such Transactions at rich time(a"Margin Excess"),then Seiler may by notice to Buyer require 7 Buyer in such Transactions,at Buyer's option,to transfer cash or Purchased Securities to Seller,so that Me aggregate Market Value of the Purchased Securities,after deduction of any such cash or any It thereupon Purchased Securities so transferred, will not exceed such aggregate Sellers Mar in � Seller's 9 Amount(increased by the amount of any Margin Excess as of such date,arisingfrom.any'Transactions actin in which such Seller is Buyer). I , g as It - (c) Any cashtransferred pursuant to this Paragraph shall be attributed to such ransactions as shall t:n-, li agreed upon by Buyer and Seller. !, (d) Seller and Buyer may agree,with respect to any or all Transactions hereunder,that the respective rights of Buyer or Seiler(or both)under subparagraph(a)and(b)of this.Paragraph maybe exercised i P d only where a Margin Befictt or Margin Excess exceeds a specified doilar amount or a specified per- ' centa e of the Repurchase Prices for such Transactions which amount or percentage shall be g p { p 9 agreed to by Buyer and Seller prior to entering into any such Transactions). (e) Seller and Buyer may agree,with respect to any or all Transactions hereunder,that the respective rights of Buyer and Seiler under subparagraph(a)and(b)of this Paratgraph.to require the elimination R� of a Margin Deficit or a Margin Excess,as the case maybe,maybe exercised.Nhenever such a Margin Deficit or Margin Excess exists with respect to any single Transaction hereunder(calculated Witt= t ! regard to any other Transaction outstanding under this Agreement). �� R rcl�yjl jl l 5. Inc4yne Payments • `l ,Where a particular Transaction's term extends over art Income payment mate on the Securities subjedt to that Transaction,buyer shall,as the parties may agree with respect to such T ransaction(or,in the ab- sence of any agreement,as Buyer shall reasonably determine in its discretion),on the date such income l , Di is payable either(i)transfer to orcredit to the account of Seiler an amount equal to such income payment L� i!; or payrnentawith respectto any Purchased Securities subject to such Transaction or(ii)apply the incarne payment or payments to reduce the amount to be transferred to Buyer by Seller upon termination of the t t Transaction.Buyer shall not be obligated to take any action pursuant to the pr'ec'eding sentence to tfne extent that such action would result in the creation of a Margin Deficit,unless prior thereto,or simulta- t ' q,r neously therewith Sellertransfers to Buyercash or Additional Purchased Securities sufficient to eliminate, such Margin Deficit. � t ; I 3 I it 7,(g �4i �:� f fl, '�;i( � (.f� ��,•r7� t,r , � 't. `i rf7"7t '� ir� � ;�.t rs>~ P � •.if. ,,q. r ,•D, � _ . '• ,sl ''� � . . i o-i��,jt�i i} h.' � � , i � + � 1. • �" ' R� ' t �r`r ;� M e^ I il l�r � ° � s ,�. '�.. L y'. f2•� � � '�' 'i r pt (, 5 '4,/ ° .J � t, •nl .ii i�r�� '�' �k.�11�,".';r ', •L n �e hl'-ci'�t` � '��1��ti aik��o r,'''� s'�,C� �� t�5 $'{ r �w�4',Nvl�a�k+" c. 9i�v '�w`�a i �4�19i @�Jj Ii�1. 'i. r , - Y �. i t ' a 8. Security Interest ate Although the parties ihtend:that all Transactions hereunder be sales and p urchases and:rtot loads,in thp.-, event any such Transactions are deemed to be loans,Seller shallbe deemed to have pfedged.to Buyer r )� as security for the performance by Seller of its obligations under each such Transaction% artd shall:,be u deemed to have granted to Buyer a security interest in,all of the Purchased Securities witli:respect to at s' s ? Transactions hereunder and all proceeds thereof. I U 7. PayrhOnf and Transfer i Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immedtaiely available funds.All Securities transferred by one party hereto to the other party(i)shall be insuitabie form.for trans'-' r fer or-shall be accompanied'by duty executed instruments of transferor assignment in blank and such other documentation as the party receiving,possession may reasonably request,(ii)shall.be transferred: .i rg on the:bool'c-entry system of a Federai.Reserve Bank,or(iii)shall be transferred by any other methodthu- { tuall acceptable to Seller and Buyer.As used herein with respect to Securities, ransfer,is intended to Y p y R „t i t . 1 have the same meaning as when used in Section a-313 of the New York Uniform Commercial Code or, where applicable,in any federal regulation governing transfers of the Securities, S. Segregation of Purchased Securities 'y To the extent required by applicable law,all Purchased Securities in the possession of Sellershall be.seg- t, regated from other securities in its possession and-shall be identified as subject to this Agreement.Segre- 1 ation:ma beaccom lishedb appropriate identificationonthebooksandrecordsofthe•hdide'r;including 9 y P Y af inane ial intermedianyorac lea ri ng'corpo ratio n:.Till eto at Purchased Securities shall pass tdEuyer'and, unless otherwise agreed by Buyer and:Geller,nothing in this AgreementshallpeecludeBuyerf.ronrengaj- �," y: ing'in repurchase transactions with the Purchased Securities orother otherwise pledging or hypothecating:tt e Purchased Securities,but no such transaction shall relieve Buyer of its obligations'to transfer Purchased r Securities to Seller pursuant to Paragraphs 3,4 or 11 hereof,or of Buyer's obligation to creditor pay in, come to,or apply income to the obligations of,Seiler pursuant to Paragraph 5 hereof.. i15 r Required Disclosure for Transactions in Which the Seller Retains Custody t of the Purchased Securities t' Selieris not permitted to substitute other securities for those,subjectlo this Agreement and-there- fore-must keep Buyer's securities segregated at all.times,unless in this Agreement Buyergrants u { ` Seller the right to substitute other securities. If'Buyer grants.thn right'to substitute-.this•rnpans that Buyer's securities will likely be commingled with Se:licr'u e ll m.securities during:thi'e,trading p r r as day.Buyer is advised that,during any trading day that Buyeeb sw+n'ides are:commingled with qr': Seller's securities,they[will]*[may]—be subject to liens.granted,by Seller to fftcieadhg.bank]" [thirdparties]—and may be used by Sellerfor deliveries on,othersecurfties:transactions,';°Vhen- ever the securities are comming led,Seller's ability toresegregate sutrrytitute:securitiesforBuyer voili be subject to Seller's abiiflyto satisfy[the clearing]*[any]" lien orto'obtain substitute securk r ties. Language to be used under 17 C.F.R.§403.4(e)if Seiler is a government securities broker:or dealer other i than a financial institution. �� as Language to by used under 17 C.F.R.§103.4(d)if Seller is a financial institution. 't 7 9. Substitution rd 's to . (a) Sellar may,subject to agreement with and acceptance by Buyer,substitute other Securities.for arty' . r Purchased Securities.Such substitution shall be made by transferoo Buyer of such ot6r Securities i and'.transfer to Seller of such Purchased Securities.After substitution,the substituted—Securities—shall: i be deemed to be Purchased Securities. (b) In Transactions in which the Seller retains custody of Purchased.Securities,the parties.expressly >, ;agree that Buyer shall be deemed,for purposes of subparagraph(a) of this Paragraph, to have: rd " 4 �� , by >,� t� �� ,t � y �.. � ir, r rr t •�. ">✓t �� S5'". (�f�� e 9�1 _ r _ 'I If � r #�t � y''� •i ., ai i. 1N?�f"', s �� ,1" , i ,f',� d fi, G ,. +.1 to + '� 1• � }+ "3wut �� .: - �.+� �i�.� ¢2" .l, ,,• ,`� ,' 9 j ,t �' .... . ..ti agreed to and accepted in this Agreement Substitution by Selferof other Securities for Purchased'Se- curities;provided,however,that such other Securities shall have a:Market Value at least equal to the r� Martcet Value of the Purchased Securities for which they are substituted. 1' It � 10. Representations Each of Buyer and Seller represents and warrants to theother that(f)it is duty authorized to execute and �; deliver this agreement,to enter into the Transactions contemplated hereunder and to perform its obliga- tions hereunder and has taken all necessary action to authorize such execution,delivery and perform- °° ance,(.h)it will engage in such Transactions as principal(or,it agreed in writing i.9 advance of any Transac- tion by the other party hereto,as agent for disclosed principal),(iii)the person signing this Agreement on its behalf is duly authorized to do so on its behalf(or on behalf of any such disclosed principal),(iv)it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations are in full force and effect and(v)the execution',de- 3 1 lY' livery and performance of this Agreement and the Transactions hereunder will not violate any law,ordi- nance,charter,by-law or rule applicable to it or an agreement b which i l p Y g t S bound or 17 w1rlGtr an".of Y Y Y , I its assets arected.Oh Transaction Buyer and Seller shall each be deemed i e aff On the Purchase Date for an y �/ to repeat all the foregoing representations made by ft. Il � ( 11, Events of Default In the event that(f)Seller fails to repurchase or Buyer fails to transfer Purchased Securities.uponthe appli- cable Repurchase Date,(ii) Seller or Buyer fails,after one business day's notice,to comply with Para- graph 4 hereof,(iii) Buyer fails to comply with Paragraph 5 hereof, (iv)an Act of insolvency occurs with respect to Seller or Buyer, (v) any representation made by Seller or Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated,or(vi)Seller or Buyer shall admit to the other its inability to,or its intention not to,perform any of its obligations f I '( hereunder(each an"Event of Default"): 1 (a) At the option of the nondefaulting party,exercised by written notice to the defaulting party(which op.. ;. 1+.. tion shall be deemed to have been exercised,even if no notice is given,immediately upon the occur- i' rence of an Act of Insolvency),the Repurchase Date for each Transaction hereunder shalfbe deemed immediately to occur. (b) f n all Transactions in which the defaulting party is acting as Seller,if the nondefaulting,party exercises or is deemed to have exercised the option referred to in subparagraph(a)of tills Paragraph;(i)the �f defaulting pasty's obligations hereunderto repurchase all Purchased Securities in such Transactions shall thereupon become immediately Slue and payable,(fi)to the extent permitted by applicable law the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of(x)the.greater of the Pricing Rate for such Transact"sonorth"e F Prime Rate to(y)the Repurchase Price for such Transacilon as of the Repurchase Elate as deter- s mined pursuant to subparagraph(.a)of this Paragraph(decreased as of any day by(A)any amounts s r J retained by the nondefaulting party with respect to such Repurchase Price purssuantio clause.(su)of s., this subparagraph,(B)any proceedstrornthe sale ofPurchasedSeruiitiespursiianttosubpara rEi h � p i; (d)(i)of this Paragraph,and(C)any amounts credited to the account of the defaulting party pursuant i ( to subparagraph(e)of this Paragraph)on a 360 day peryear basis for the actual number of days dur- ing the period from and including the date of the Event of Default giving rise to such option to but ex- cluding the date of payment of the Repurchase Price as so increased,(iii)all Income paid rafter such f • ,� exercise ordeemed exercise shall be retained by1he nondefaulting parlyand applied to the aggregate '+; unpaid Repurchase Prices owed bythe defaulting party,and(iv)the defaulting party shall irnm:diatety ff deliver to the nondefaulting party any Purchased Securities subject to such Transactions then in the , defaulting party's possession. (c) In all Transactions in which the defaulting party is acting as Buyer,upon tender by the-nondefaulting C,y party of payment of the aggregate Repurchase Prices forall Much Transactions,the defauking.party's ��t� u' right,title and interest in all Purchased Securities subject to such Transactions shall be deemed:trans- ferred to the nondefaulting party,and the defaulting party shall deliver all such Purchased Securities > to the nondefaulting party. n� 8a C' 1 a ' ti � ._ :u P+.9'� �a.� �. r��, '.t� �.(�y �` t�� #�� A ;G Ai Y .� A' , c �"a fj��j.'�g f°'�,`c�. ', i •4: ` ,�:a i -r � r� I��9,b: 5 u �'1} 1`s �, �;��..�.�'.y? ' r,7�,;�� n 1 "� �y {, . 1r�'{ ! t'• �r ,a 'IE °s i"'�8,� 7 ��1'W �,�a„ ,� v � t fl �C� i• �$ , �; ��{ r, n: ' '� d� YEN .0 � x� {�1 j�P P r"W�a s , •+p '� ,',.� 1 }Y'y� �l J ; r �r i A , } y F 4 J,d 1 C J ' 5 i' 1 I • ' 1- ' { ): After One-business day's notice to the defaulting party(which:notice need not:be. Aven if an A01:1151 108olveny;85a►t have:occurred,and which maybe tae notce gven'under subparagraph(a)otthis 1 Paragraph orthe notice referredto{n clause(ii)-of the first:sentence of this Paracgraph).,tl5e'nonrlefJa'Uit " ing piarty rimy: as to Transactions in which the defautting,part'y is acting as Seller,(A)immediateiysell ir-a.recog- ,(. nixed inarttet:at>such price orpsicesasthe nonciefauitingparty may reasanab6,ydeem-satisfactory, Is any or:all-Purchased Securities subjectto such Transactions and apply the'proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the de-Muiling paarly + hereunder or(B)in;its sole discretion elect,in lieu of selling all or a portion of such-Purcha$00 Securities,to give t116 defaulting party credit for such Purchased Securities'in an aMo Of.eqU al to the price thereforomsuch date,obtainedfromagenerailyrecognized:so,irceortho.t(aatrece'nt ` closing.bid'quotation'from such a sou."Me,against the aggregate unpaid Hepu*Chase Price's and t y any other arrIowing by the defaulting party hereunder;and , (f{) as to Transactions in which the defaulting party is acting as Buyer.(A)purchase:securities("Re- placement Securities")ofthe'same class and amount as any Purchased Securities,that are not dellviered'-by the defaulting.parly to the nondetaulting party as.required;hereunderor(B)omits stile discrefi'on elect,in lieu of purchasing,Replacement Securities,to be deemedto have purchased o`t Replacement Securities at the price the on such date,obtained from a'genera{lyrecognized i source or the most recent closing bid quotation from such a source. (s) As to Transactions in which the defaulting party is acting as Buyer,the defaulting:party shall tie3iat3le to the nondetaulting party(i)with respect to purchased Securities(other than Addirional'Purchased „ t Secur'ities),for any exce'ss'of the price paid(or deemed paid)by the:nondefaulting party for Repiace- t! $ rnent Securities therefor over the Repurchase Price for such Purchased Securities aril(i7 with re- spect to Additional Purchased Securities,for the price paid'(or deemed paid)by the illdefsulting party for the Replacement Securities therefor. In addition',the defaulting•.party shall'be liable to the f) nondefau{tin g y p purchase g party for interest on such remainii�,. liability with res eci to each such urc ase(car deemed purchase)of Replacement Securities from the date of such:p:irchase:(or deemed purchasa), until.paid in full by Buyer. Such interest shalt beat a rate-equal to the greater of the Pricing Rate for f such Transaction or the Prime mate. t For purposes of this Paragraph 11,the Repurchase Price for each'rransaGtion hereunder in respect. of which the defauhing.parly is acting as Buyer shalt not increase:above the amount.af:surh Repur chase'Price for such Transaction determined as of the date of the exercise or deerned exercise by . d; the nondefauYing party of its option under subparagraph'(a)of this Paragraph. ^; (g) The defaulting party shall be liable to the nondefaulting'party'for the amount of:all-reasonab{e legal or other expenses incurred o the nondefaulting pany in connection with or as a chase4 Bence of an b Event of Default,together with interest thereon at a rate equal to the greater of the Peidrig'MAe for th,e relevant Transaction or the Prime Bate. (h) The nondefaulting party shall have,in addition to its rights hereunder,any rights otherwise available to it under any other agreement or applicable law. 12. Single Agee meat Buyer and Seller acknowledge that,and have entered bereinto and Leff{enter into'each Transaction'here under in consideration of and in reliance upon the'fact.that,all Transactions hereunder constitute a single. business and contractual relationships and have been made in consideration of each other. Accordingly," each of Buyer and Seller agrees(i)to perform all of its obligations inrespect of each Transactionherecrn der,.and that.a default in the periormancs;of any such obligations'shall-constitute a defau t•by it in respect. of all Transactions hereunder,(ii)that each of them shall be entitled to setoff clams and:-apply property II. held bythern in respect of any Transaction against obligations owing.to'them in.respect of•anyotherl'rans y; actions hereunder and.(iil)that payments,deliveries and other transfers made by-eitherof'thern in respect`. l• :fi ('1 of any Tran aaction shallbe deemed to havebeeun made in consideration of payments,deiiveries'andVilf"r transfers in respect ol any other Transactions hereunder,and1heobligationSto makearly such paymenI deliveries and other transfers may be applied against each other and netted. � _��n 1. d}n��,e—�+,1�F it. H+��-f�sil.i (''� •;��'' `m � �� ir'i r' rt ,k 7w'" j + Kq .7�i, t •.�� 1 r+ �. ,}{�K i Y' ,i ;, ,,; '� .. h�� 1 ��ik" `'� 1� d x3, r��*t t�fi� P��•' �• a°-N s _ " 1' � i sirs y e, ��• '' ��. tar i�i ,�,'„` ,yr _� � � li , • , , n ' 13. B+totes ania Ofher rnmmunications � Unless another address is'specified in writing by the respective party to whom any notice or other c ammo- li )'•' nication is to be given hereunder,all such notices or communications shall be in writing sir confirmed n ' writing and delivered at the respective addresses set forth in Annex 11 attached hereto. 14. Entire Agreement;Severabilityr This Agreement shall supersede any existing agreements between the p n roes containing generaltsrms . . .r•. and conditions for repurchase transactions, Each provision and agreement herein shall be treated assep- arate and independent from any other provision or agreement herein and shall be enforceable notwith- standing the unenforceability of any such other provision or agreement. 15. illoni asslgnabflily,Temilriation The rights and obligations of the parties under this Agreement and under any Transaction shall not be as,.;igned by either party without the prior written consent of the other party. Subject to the foregoing,this Agr,wmenl and any Transactions shall be binding upon and shalt inure to the benefit of the parties and their res ective successors and assigns. This Agreement may be,cancelled by eRhar pwly upory gisving 1 . written notice to the other,except that this Agreement shall,notwithstanding such notice,remain applica- 1± ble to any Transactions then outstanding. 16. Governing Lawn Ff 1 This agreement shall be governed by the lawns of the State of New York without giving effect to the conflict k ; of law principles thereof. � t t' '17. No Waivers,.Etc. ` No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modificGation or waiver of any provision of this Agree:= t ment and no consent by any party to a departure herefrom shall be effective unless and until such shall' be in writing and dui executed b both of the parties hereto. Without limitation on an ofithe foregoing, � g Y Y p Y i the failure to give a notice pursuant to subparagraphs 4(a)or 4(b)hereof will not constitute a waiver of any right to do so at a later date. 18. Use of Employee Plan Assets i ,(' N (a) If assets of an employee benefit plan subject to any provision of the Employee Retirement Income _! Security Act of 1974("ERISA")are intended to be used by either party hereto;the"Plan Party") in { ' i a Transaction,the Plan Party shall sr notify the other party prior to the Transaction. The Plan'Rally shall represent inwrifingto the other party that the Transaction does notconstitutea.prohibited trans- action under ERISA or is otherwise exempt therefrom,and the other party may proceed in reliance thereon but shall not be required so to proceed. (b) Subject to tiie last sentence of subparagraph(a)of this Paragraph,any such Transaction shall pro- if� �t' ceed only if Seller lurnishes or has furnished to Buyer its most recent available audited statement of f k lc' its financial condition and its most recent subsequent unaudited statement of its financial condition. (c) By entering into a Transaction pursuant to this Paragraph,Seller shall be deemed(i)to represent to .i Buyer that since the date of Seller's latest such financial statemems,there has been no material ad- {,' .`• verse change in Seller's financial condition which Seiler has not disclosed to Buyer,and(ii)to agree to provide Buyer with future audited and unaudited statements of its financial condition as they are issued,so long as it is a Seiler in any outstanding Transact#on involving a Plan Party. 19. Intent iF y (a) The parties recognize that each TransaMon is a"repurchase agreement as that terns is defined in q. Sectionl Q1 of i itie 11 of the united States Code,as wrcanded(except insofar as the type of Securities i ti 7 x 1' t Iu y r'T" .. r *• .. • ,'.°eC7fn .b ny' •, iT a 1'T y � ,. , � ..J a��ISzr, t.kt �� 3� �t' � t�J j' i t J �. 1 yy�� e �� i�r{� s ry 1 •,} � —I k o,. ,�`a �' �rr'•�.Fv�. r i �. � i { rdl �'.t k.''ut�� k Fer:� ,P1 � �' �r , �' t� '2 1:{(tl_HCy' t I �- :t • t ,� L 'F 'I k 1. r �.i ,,Ys ... - ... '.,• '` { , 1 if i i fl 1 ) d nl I t� n sul�feCt'taauch ransa ionc�rttieterYno.saa 6�Trar�s ttclrr+�rerul r?'ndar rch�ieftnittvnrr� -I ble? k artd a'uactaritres Contract' :@h $Serra sy':itiried^in. e #itr¢7�!'t raf f rtte i 1`'of the rrrted 'ttros Cck , (b) id rs s ndet stood''that eifher parfy°s ngritrtoili iiiriate Seri riti6a'delivered*10 it rrr car rirGts�s f; Jttd�?�ra► actionshe rev riterorta�t�YerCise'anycathilarerriediesYSt�ar:tta �aYagra�5hi�l?eeoS tsa;cximtrapttl rtgttt to liquidat �ucii Trensaction.as t e Yfl ed lr'r e tiprrs �; i15 9crt 6 ttfe-11 of i`hd lJni#ad; t i s t j i Lbde.,a' ne:n&ld. ifl,� J 20- ',to Certain t� deB a�B:��eA i> is�s2� a' •re The panies`acknowledge that they have peen advised that: di ft (a) lathe case of Transactions In trahicn one of the Partre,is a bi�t�er pr dealer rra�f isSi~secl vusth:tl�e�ec�iru ties and Exchange Corhrriissiion(4SEC")RantJer Section:fS of i1he Securities ExCfiange ("1' �tFact"),ttieSemwitio&Investor PrrotectfonCarga:arat ion has t ktwrafltcltps;tt�ri:ttaatth vas6oras .,. ,; of the'Securities Investor Protection Aerta#10,70("ally)do not.prctact't�re atf3c?r parry��ittr ie�p��t to any Transactibh hereunder; s r, (4) irrthe case of Transactions lnwhich orie raf.the partles is�ttpvs�rr��i�nt �cuYt$res�POI��>or-a�ou�erf j F ' merit•securities dealer registered-with-the SEC:under Section 1.150 ofthe 19344 Adt StPA Vjti noti:pil.i i; vide protection to the other party'milth respect to any T nsactiorthereun&,i,Grid (.C) lrthe C1S£d4 Tr2nSaCt40rS to UVltiG�3 f?n2 0f 1g'!�'�?uS'ti @S'iS'2.�iYic�i1C4�'t•I.inStitU�iCsn fUrlttu ti�i{$�S}I;Qhe�41Y24'9 vial institution pursuant to a Transaction hereunder are riot a dapsit anti therefore are riot Insure by the Federal Derx asit:insuranca'Corporation,the Federal Sa viri a.and- Qa,ti Insurance C orpora ran or the National Credit Union Share insurance Funds,As applicable'. [Name of Marty] [Marne of Party.] Morgan Stanley&Co.lncorporafed C'r�r� �,� ��, ��tnc,rr r��rt� .' --- - � � - I a t Title �. e - Title lzz Date. to�3i _ Date t q(q I Cc Date Gity Secretary of Fort Worth,. Texas { TV IN l$ li _`5 t f�i t L i •�` 'I! y(�+ 4 i�", r��' .n 7it[�s i �, �+Mt, u:,+ '� aF�' ,�. � ,J •�...,,{, �4,��'3}" � fi .r 7T'�% ` .4� FI � � ��``-,`iga,.J 7t � r, �i >�, 'u' � .��{��. 'r~,t � J�� E�i(�i T ! ��1� . f(�. '� J# ,� ,��f lL 1� 'E .iF��'' ,� a J "I - �� •�`!'J ll"t�{�i:'r13' �s�a�'t'�' r t;:�� {1� �� !, fxas"iC`. �1Y6'•v, � �•'�t�� 1��i45,t1 r'��a��t7P ��f•��"��'� ' l� ,f, �r- t 4.'yyI'' �rr ,� i �3,�y' r. � " - � J s(' � br� - - �p"7 ."'F :ri �� q c �, ,�.a ,, v �y,,a,� .s, �,�•.' Pr �..: w ed •.e i ,(e. '" 1.��:r ��eD , �t< ',�4,t.ii�'.': .v.iy�� fi:, .�i t� ..Tj•t'� ,i�,i e�fT��l�� `1��+••t� en � 4 s E u !{fit '. ��' � _•4 F ! f {{( r�� 1 Imill 1.�a�f�g�•}y't„ a ir. Millt ` f i, ; � �P. ! q � � �r v k � � ,. •, 1 ' 'P P� 1{�'�'¢¢d �x �y, �j�is`��' ��''�vt�s � �3 k d ' ,i�i� , G ^'�,a ��t d(i � a + � J '! n'�t. � rt3 � ,•� S s F ��I� I 'E� �� ` i i 4 �e' 3 �,� � ^�� `•i r".�J'as ,�` �(� � �r � �'af,+. ' .�^ r+ `�' .�rt�((4�Sti1� a` �'d'aaFF �� a� t"�l• 4i. �. � f ., i ,p 1 t' �d rr �;� l• :� a�4 , � ��N � to h'�i � i'� 4 Y i b h t a nfi + r r G ICI` • 1 Anna,R Adamczyk Morgan,5fa 6y F Co,InCor irate 6 { a T92- AvariU6:of'Ar�erir;.as I jF I{ H � i t r , i6 ) p f. s • t�• S , � �1 �,•s t it I n�` .;r t a F (fie y I c f _ t, �}•� � J 4 �• ,` r , : (��i r p ' Nil 1 , ry 8,WRE C0I4TP,gC.!' tit l ' THIS AMENDMENT AGREEMENT (the " amend-lent") , dated as of November 9, 19`85, amends the Master Repurchase Agreement between t Customer and mo gan Stanley & Co. Incorporated (°°Morgah, S'tafi- s dated. as of November 9, 1989 (thy: "Agreement") for the r; sole purpose of engaging in Paired Transactions (as de:f_ne below) . a r 1. Definitions. Whenever used in this Amendment, the following terms shall " ' have the .meanings set forth below. Any terms used in this j �•� Amendment and not defined herein shall have the meaning set forth in the Agreement. Y. a. "Additional Collateral. Securities" means securities r' described in paragraph 3c. of this Amendment that are delivered: to the Custodian pursuant to paragraph 3a:. of this Amendment, ce t I b. "Boo's-Entry System" mean's the boob-entry system for Government Securities maintained at the Federal R'ese'rve: Bank of` New York. 1 C. "Custodial Agreement" means the Paired: Repurchase Transactions Custody Agreement dated as of the date hereof §' between Customer, Morgan Stanley and the Custodian in respect of Paired Transactions, which Custodial Agreement sets Forth. certain. F. additional terms and, conditions relating to Paired Tia:risacti.ont: r . and the custody arrangements related thereto. d. "Custodian" means the Bank of New York. a 4r; e. "Eligible Securities" means Purchased Securities that are direct obligations of the United States Government. f. "Goverlunent Security" means Book-Entry Treasury securi ties (as defined in Subpart O of the Treasury Department Circular i No. 300, 31 C.F.R. 306) that are direct obligations of the United R. States Government, obligations unconditionally guar'a'nteed as to principal and interest by the United States Government aril 7 y securities of United States agencies, c©rporati.ons and instrumentalities (including without limitation STRIPS, CUBES' and � pooled mortgage-backed securities issued and. guaranteed by the Government National Mortgage Association, the Federal National :h f Mortgage Association or the Federal Home Loan Mortgage Corpora- tion) and registered in the form of an entry on the records of > k � the Book-Entry System or in physical form, ; g. "Market Value of Eligible Securities" means the mark et value of Eligible Securities that are the subject of Paired. I ku, Transactions as determined by the Custodian pursuant to the j.! Cust.odi.al Agreement. r � e , s . n1 YIH 's 7 rtJ�{ •+1 pu�� °I' � F P �'� ` ,' ; G$y�y'" { k � � ' r > ��py riFF'� N+s. ;,I. v' S ,' 2 `..� �p�,. v,a �,•! t' ?�' '.{' i 1' � i .,`, i r' ` � 4 F �� ,3� !A .♦J'.E �'✓.� ' ' � " it' � Y Ell. 1t j h. f`Mark+e:t. Value of Gb1Ter3'3me;at S'c"C' rit.3e'Sr1° IYik'p ftS vith V.e:spect-' to Government Sedurities delivered u:tder a,:tty t'epurchat.,O t t_ransac-t-1 on cods ld tlxti ng a portion of a Paired Trans-action, t.1ae. a amour as calculat,ed, by the Custodian' equal to. the sawn of (i) the. y �, market value of each Government Security based oar the most redemtIv available closing bid price for the. particular GoVerrk merit Security as maid:e available to the Custodian by lnterActive Data System, or such other pricing information service which the Custodian uses generally for pricing Gove,r.ninent Selct it.iesr and accrued rn retest on the particular Gbverxmiei .t Security, NP; r' i. ".Paired Transactions" means simultaneously negotiated 1 ' specific tran-sactions entered into by Customer as Seller of 3 i.g�Lle S.ecu.n.zties to Morgan Stanley as Bizlrer and by Mo.tgan, � 1° I Stanley as S * 3er of Government Securities 'ter Customer asSia er r " which tran:saction.s are: effected through the cu;stodia.l, arrang-a— rre'nits created under the Custodial ;agreement and pursuant to w]'ta Gh " Morgan Stanl y. and Customer shall exchange Eligible S:ecurIti es t Securities for Government and which transactions he' '�'' ' party e-s: .hereto intend to be Paired Transactions (in w1ii.ch case, Conf:irma. a Lions issued with respect to such transact.iofts shall contain ,a: legend to the effect that they are ?aired Transactions) . ` ' E 2. Paired Transactions. Morgan Stanley end Customer may enter into P'air'ed:. Transaa- �i ti.ons from time to time. Paired. Transact ons shall. have identi,�, a-1 Purchase Dates, Purchase:. Prices.,, Repurchase Prices and, 4. r R:epu.rchase Dates. All G.overrunent Securities. and Eligible Seauri.- ties covered by Paired Transactions shall. be denvesed, to the ' Custodian pursuant to the Custodial Agr.eement to be, held for tlzn' i ac'count. of the Buyer of such Government Securities or Eligible Securities as the case may be... The Pricing Differential with. a respect to a Paired Transaction shall be set forth in the corre� sponding Conf irma.tion thereof, and copies of all Conf_Lzma•tioris: fi relating to Paired Transactions shall: be sent to the C astod'ia.n.. 3. Margin Maintenance. Q h With respect to Paired Transactions, paragraph 4 of the: Agreement is hereby deleted and the following is substituted in::-. ....., place thereof; a. with respect to Paired Transactions, a "Margin Deficitlp1 shall exist whenever the aggregate Market value of Eligible, k:l Securities sold by Customer plus Price Differentials is less than. I k 102% of the aggregate Market value of Government Securities sold. �. by Morgan Stanley plus Price Differentials. Morgan Stanley shall, deliver sufficient Additional Collateral Securities and/or cash. to the Custodian for Customer's Account, within one business day- , ' of Morgan Stanley's receipt of notice from the Custodian that a. Margin Deficit exists, so that such Margin Deficit is eliminated:>. i � &Y '• Page 2 ftvaorth.agr RepoJI4 1� f_.. '.. ' .. A _=MIT 5 WL t t 7°u _ Grith respect to Paired ransa:ctions, a '°I argi z Exces °i.' shall be deemed to exist Whenever the aggregate Market Value 6f. ! Government securities sold by Morgan Stanley plus price D.i.ffe en,t:ia1s is 'greater than 102% of the aggregate Market Value of. Eligible Securities sold by Customer plus Price Differ.en't.ials.. Customer shall: cause the Custodian to return to Morgan stanl.eq' sufficient Government Securities, Additional Collateral Securities and/or cash held in the Customer Account at the ` Custodian., within one business day of Customer's receipt of. notice from the Custodian that a Margin Excess exists, so that " such Margin Excess is reduced as closely as practicable to 102%. C. For purposes of Paired Transactions, Additional Collat- eral Securities may consist of any of the following types of r securities, without any limitation as to the maturity thereof: 4 � 1 obligations backed by the full faith and. credit of i the United States; obligations of the United States Government, and } agencies, corporations or instrumentalities there- of, or pooled mortgage-backed securities issued and guaranteed by the Government National Mortgage i, Association, the Federal National Mortgage Ass c-i. ation, or the Federal Home Loan. Mortgage Corpora- tion. > 4. withdrawal, Substituti.ozls and Adi.t ons'. E. '., a. Notwithstanding anything to the contrary contained in. '. the Agreement, Customer shall have the right at any time to y' require Morgan Stanley to resell and repurchase all or a po:rtror% R' of the Eligible securities and Purchased Securities.,, respective- ly, covered. b a Paired Transaction b' : y y giving notice to Morgan::.. Stanley and the Custodian not later than 5:00 p.m: (New Yd k..City time) on the business day prior to the business day on which such:. repurchase is to take place. 8 b. Customer shall have the right at. any time to subst:itu b � I securities which would qualify as Eligible Securities for Eligi=,. d r ' ble Securities which have been sold to Morgan Stanley in a Paired. � ' Transactions by giving notice to Mox:ga'n Stanley and the Custodian` � •' not later than 5:00 p.m. (New York City time) on any business +.lay, prior to the business day on which Customer intends to make such' . substitution. Upon any such substitution, the securities subst ` tu.ted for Eligible securities shall be Purchased Securities- subject to the terms of the Agreement, this Amendment and the t � Custodial Agreement. I a1 s� p F Fs f� Page 3 f twortl a agr. ( Repo f M � � [ ."b� a :{' ( �`. w � ACf' � 1 't fpppr x ' Fu'v �'• ,` � r tl@ . . � it �• 1,� • r� ' ��'+, f , S' r Ft`r '', 5 'u '� e a� u c. The rights of Customer under this paragraph 4 shall not ld ill any way limit the rights of Morgan Stanley under: paragraphs 3{b) or Z of the Agreement. fi Defaults. p 6f � i11 Notw i.thstazadin f2 the provisions o� paragraph 11 of the Agreement with respect to Seller's and Buyer's default,, respectively, the parties hereto agree that a, default by Customer ' sr , ti or Morgan Stanley of any of its obliga'tiozas under a Paired Transaction, whether such o'bl?gation arisee� fxozca this Amendment:, the Agreement or the Custodial Agreement, by such party shall- a constitute a Seller Default by such party under all outstanding � repurchase transactions underlying paired.. Transactions in which it is acting as Seller and. a Buyer Default b' such �,•; y party under � all outstanding repurchase transactions underlying Paired Trans t actions in which it is acting as Buyer and the non--defau.lti.ng party shall, in addition to all of the right; and remedies which,, i it may have pursuant to paragraph. 11 of the Agreement, have the it ` • right to offset all its obligations to the defaulting party s against all obligations owed by the defaulting party to the . �. non-defaulting party. 6. price Differentials and Renewal. u �• a. During the term hereof, for all ,Paired Transactions, 1, -the Price Differential applicable to each repurchase transaction in which Customer is acting as Seller sh'al,l in all cases be fifteen (15) basis points less than the Price Differen't.ial appli- cable to the corresponding repurchase transaction in which Morgan, 6r Stanley is acting as Seller. The Price Differential applicable to each repurchase transaction involving Eligible Securiti.,es � which, represent the most current U.S. `T'r'easury securities issued A with an original maturity of three and six months or one, taco,: five, seven, ten and thirty years in which Customer is acting as Seller shall in all cases be twenty-five (25) basis points less than the Price Differential applicable to the corresponding •'. ! Y repurchase transaction in which Morgan Stanley is acting as ; Seller. All payments of net Price Differential from Morgan. p. Stanley to Customer shall be paid on the ninth calendar day of q pr ,5I S each month during the term hereof or in -the event such day is not P y " ')'.;,•• a Puniness Darr, on the next succeeding Bu.�izzess La s b. Morgan Stanley hereby agrees to furnish. to CUst.omer a t is renewa3 proposal for Paired Transactions thirty (3 0) days prior � to '.tae expiration date of this Amendment. In the event Cus•tomer 4, and Morgan Stanley agree to extend the term of this Amendment, �s the Agreement and the, Custodial Agree;it�ant, such extension shall be for a term of one additional year. ,fit f r Repo#M :2{ 1yGy.i.MINNOW�t f t NINE �,^ �'Y tr.nfi�,�r .,T�w ,YY�}:t. S+��J'V•r Trr""' �° R�°,' 3 $ uS 1I � e iS1r it �� if� r r��, �S f @ d ' fi• WE y. 'p '�',"-=0"" t r , Ti cd , 1 a a Tlae �c reemen,- as acne xded`.;b �c ixs r etendsne�nt, t rgekhet wah i he Custoda=ageemiit cr�htan:" alb :cad the te�rzsr airiQxc�� to fans Vie]a a rxg ;to tieaxred Tkansac l oafs Tr ashy tax or f rr xd U of the Ag .eement is lnconsxitent :;with axxy ` terra or '` }E;'`,v CC+dllC�{�1j16E] G:tJTxtc�J'IXeC din. ths AmGI"d YYiedt C1a. '��7e �.'ltstt7dLaO ZPt'YTe31T , , teens and ccsnd tionls ccantaxne'd aka -this, ;Paar►etaeltgaeaat;". and 1 he C'ust c7dx'a] P, reembnt sYAa]1 Vreva ] n Lxcept to the extent taa : any d tezxrt or condo tx"oaa of the <P.greeane�nt i s ndonsxstent with o a s amended by this amendment or the Custod.n_Al Ag�eeztaeri't� s'utb terms � I and conditions shall- apply to the Paired Traais;ae~t'i;cxi�� be. Any notice:. or rather izxstr�emeaat . zn `Wrl tlhgp aub-hora red j of required by this Amendment to be given; to the Custoda.aal, 5a"ta]1 ' be su£xic..i:erntly given if a.ddtt.ssed .to the;" Custbdaaaa, aL�d naxle r�r ' c1P].a veered" to it at its off c"es; at one Vta:l]. street" _> Yorl] 1000'5, 3rd flocs, :Attention: Aobert Sozita such rather place as the Custodian may from time t "tlme e in Writing. if c,. Any notice or other in.strunoht in war txaeg aut�iorx�ed ar a e(lu a red. by this Amen:clmeznt to be given to the; Custcamer ;s'hall be ' „ sui ici.ently given if addressed to the" c�stomea anti �a�2ecl cr delivered to it at its office to the atteait�on :crf a 1a nda s lr Pattersol' p city Treasures', City of �"ort �c�rtlnp Fxnat�� A •' " Depa.a:tmenat, 10.00 Tars o:dkmotton sheet: Fort Wo tb, 0`-ra at such other place as the Customer may I z6111. .ta sne to designate in writing.. d.4 Any notice oa. other iaxstr�nent.. a n wra ting, a�th0 �'ed y ! or re�suired by this 7timetie3xi�ent t+ bexx�ens ;taI�rgan` tax�ley skisll ; be suff.i."c:iently given if addressed.. to Mxgan St T and mad]ed or delivered, to it at its office at 1.22]. Avenue of"`the Ameri`cas, New York, New York 1:0020. Attention Anne Ad:axaaci�l�p or at 'such other -place as Morgan Stanley may from tune to time: dE s rCfllafi G' a as .: t E Writing. x e. This Amendment may not be amended or madxfzeel zrx' any 1 'I t manner except by a written agreement executed by a dull aut ixPox ,.z.ed officer of each of the arties" ba).. eto< I. f. This Amendment may be execixted: in any n,u ber" ":of crauz� tier ar tss each of which shall be a 0dified to be an OrIgiinal tGU;j such coutaterpa:rts shall, together," constitute onl' cir e ihstti d"QiGYat. 6 u r, a g. This Agreement shall terminate on November 9, 19g0 unless extended by the written agreement of the parties beretca a Page 5 ft nl6tv;t' agr' i •Y to •1 1. (�k$� �t( y � �' '�. Cl,y� t5f� �� r �'(�y t f �. m �:, r a QL�). r � ' , yrca } kt t t •'� !R y (. 7 I 9' ill p a v i If -3 T CTT SS. t �t t r, the paxt 68 hetgto ia V-6 ej.Ljsea tjp�s # 4 dUxy a.lath.6 ri8ed;. c��f,�;�� r cf��„ , I I . ,. a , p, cia'1,. ,W bf the day abd, yew fi ;st Written abaoe. t _ I« '{ , ii I 4 Q CITY OF � �t.S�' ti'ORT`�P F= � :.nt 54 e• '�. k _ Ina Title: cit VdT3G t' a tA MORGAN STANLEY & C66 t, Title: Vice President I ttG22tt]esCj iub p ?. WIG OR Ong P•Y -Uity Secretary of Fo t Vort,, Data ! 4 ,+. eras points WAN I oil PIZ t { t I a ' 1 7 i Page +, U. ( . � , r L - { �';y ... k r N7; v t ��t7� ,,5� h t •e7'1 p I I�)� 1 �y ��tt �� Yy � r f', L� 71 �pt r h- � •. '�� ';€ j r �OW¢ �w., + j 'i � I• !�' � �t� '�+' r a. F'v er .. r, r V kwl Mayor arid Council Con nu�i. YY j REFERENCE ��t .:�:.-.7�,.,;,;,a..,,,. tVUMBER sue]ECT: SECURITIES �..ENDING..�irC4PlTRAC 1 C-119.46 P�cF s recommended that the Cat}t Council authorize the City Manager to execute: the fal[ in�g contracts necessary to irzlplement a securities lehdin with Norgar Stanley & C��._-accordance with their proposal . 9 t�ror�'r'am' � p posal : Paired Re-purchase Transactions Custod y Agreement ' Amendment to the P'SA Master Repurchase Agreement N ! taster Securi IN t7 es Loan Agreement Custodian Undertaking Agreement BACKGROUND: i� The City began iz uti '- `' ' • ling securities lending programs on a limited basis a; t year and a half ago. Securities lending �A1I,i securities but with the substitution o�' ajsecurity l of lending of the Ciiy',s „ , which is safekept by a third arts greater trtarket value,,. s.uc97 that t e City earns s pp1ementodial bank, The process is. (ies°w geed Losing ownership or interest paymenp.s on t��ecloanedtseeuoritlies,� wTheout eme�. ' of the City's funds and securities y t" �s guaranteed. ._ �^ Previously the City used securities Tending on an indi Au ust; 1969 we ti�dual band basis. Apr f 5 g 1 issued a Request for Proposal on an exclusive Gont;ract wiafe3i aroulu uti117e the enti re Portfolio and increase eat nirrgs frith .ni7:t7sR�'j:' administrative staff work required. Two proposals were received and anally+zed.. � The two bids are summarized as: 6 a� A Tiar�� 7 ' gan Stanley & Co. proposed utilizing the entire 1 ' guaranteeing a return of 15bp on each treasury, re.gar'dlesstM1ofolendand. p A: act ivityR All custodial fee; would be paid by t�or an as n..g. � agreements 9 part of thy: 1 2. Bank of New York proposed utilizing the entire portfolio but paying the 7 City on a 60% (City) - 40% (BONY) borrowed,. They anticipated borrowingihalf of and the time. AIT cu:s were t fees would be paid by BONY as part of the agreements stad�AI a ' r . �(; q An evaluation team made u ' p of City financial staff and representatives from our depository bank unanimously recommends that the City accc��t the P+F'nrga:n: K Stanley proposal. # OAI:b/6 APPROVED By CITY D)UNCI i _ OCT 27 _ d , 9U8p41TTE4 FOR THE b CI;Y MANAGER'S DISPOSITION BY COUNCIL t�. 'OffIC=BY William Wood /t PROCESSEO By (�4 Pdb 1t�1 . ORIGINATING APPROVED 71NG C OTHER (DESCRt&% M�_ 7' DEPARTMENT HEAD: A. •'�'_�"" L i It Gsztat 7:f4�Cv'Y SECRETARY ¢ FOCI ADDITIONAL I`NFORMATIODI i'+,r ZA L#x CONTACT: Patterson �35T� t I :...,,.:....... '°"'^"_...^^^•^• _..,._.._._„ MATE ;Y L x� , u •.d 7 t / ' v .�< �Z� 'd e � �. i t' I r,- t3 7�.� h E � ' `ri ��'S y s( .IK , i '� t'• �vd � � r 1y,. Ftr 3 ri �� r �'Y4+� ' ;�� y .�d{ .0 J�i'�.. ,.e 7 '�� ''1 A ,tF r di '�. �4 ,��E � ' f ¢ .,�. 'i �;, ' �•� °• }